SpiderMan: The Series CHANGE Episode 5
by Triligors
Summary: When a new student mysteriously appears at Midtown High School, Peter is suspicious of who “Mr. Mysterious” is and why he isn’t found in any of the school records.


"CHANGE"

A teleplay by

Triligors

"CHANGE"

FADE IN:

INT. MID TOWN HIGH SCHOOL- HALLWAYS

Teenagers walk back and forth between their lockers, guys and girls are making out, nerds are getting beaten up. This was high school, loneliness is the feeling that plagues most of the students here- some hide it, others become recluses. DIMITRI SMERDYAKOV, was one of these teenagers. He's a senior and only five and a half feet tall, he's skinnier than a piece of string cheese. His teeth are rotting away, his eyes are decrypt and blank. He wears broken glasses on the bottom of his nose, least to say he wasn't lucky. Dimitri walks over towards MICHELLE. Just the opposite, a hot attractive blonde who just happened to be a cheerleader that was busily chatting with her friends.

DIMITRI

Hey.

Michelle looks down towards him repulsed.

MICHELLE

What do you want?

Dimitri stumbles around and finally mumbles…

DIMITRI

I… I… I…

Michelle and her friends laugh.

MICHELLE

For a nerd you have a pretty limited vocabulary.

DIMITRI

Do… do… you want… date?

MICHELLE

Do I want to date you?

Michelle looks towards her friends, each giggling. Michelle looks back towards Dimitri grinning.

MICHELLE

Sure, I'll meet you at the back of the school tonight.

DIMITRI

Really?

MICHELLE

And to tell you the truth I find guys wearing only boxers to be quite a turn on.

DIMITRI

Really?

MICHELLE

You bet.

Dimitri smiles

DIMITRI

See you there then.

MICHELLE

Sure

Dimitri shyly walks away.

EXT. NEW YORK CITY- NIGHT

The night sky of New York shines above, the police headquarters could be seen in the foreground.

INT. POLICE HEADQUARTERS- GEORGE'S OFFICE

The office is small; it only had a wooden desk, a computer, a filing cabinet and a chair. But it was all CAPTAIN GEORGE STACY (mid 40s, handsome, strong and brave) needed; that and a picture of his wife and his loving daughter, Gwendolyn. George currently talks on the phone.

GEORGE

No, I'm telling you Patrick. We've got an important case on our hands here… yes, I know he is a criminal… why should we let him out? Because he can lead us to the Kingpin… Yes, I know of the dangers Patrick. Listen, meet me at the café down the street in an hour- we can talk about it there.

A knock comes at his door and George looks up to see a young man in his mid twenties walk into the office.

GEORGE

(to phone)

I have to go.

(to the man)

May I ask what's so important that you needed to barge in here kid?

MAN

It's your daughter sir, she's missing.

George gapes

GEORGE

What?

MAN

You're wife tried to call through, but you never picked up. Your daughter, she ran away sir.

George leans his head back against his chair nervous.

INT. PARKER FAMILY HOME- BASEMENT

Peter and Gwen sit on a mattress that Peter had laid out for Gwen.

PETER

I know it's not much, but it's the best we have.

GWEN

Thanks for doing this Peter.

Peter shrugs

PETER

We're friends.

Gwen smiles

PETER (CONT'D)

So, why'd you run off?

GWEN

I saw my parents fighting again for the fifth time this week.

PETER

What do you think it means?

GWEN

I think their getting a divorce.

PETER

I'm sorry.

Gwen shakes her head ok.

GWEN

You're not going to tell your aunt are you?

PETER

What? That I'm hiding a teenage girl, who I happened to have a crush on, in my basement, of course not- she'll start to think it was my idea.

Gwen smiles

GWEN

I can't stand to think what it would be like if my parents split up. I've never seen them have an argument before.

PETER

You might just be over reacting, my aunt and uncle had fights plenty of times.

GWEN

It's just, hard to accept- you have one view of your parents for your whole life and then…

A tear falls down her eyes and she wipes it away.

GWEN

Pete, thanks for all that you're doing for me here.

Peter shrugs

PETER

No problem.

Peter and Gwen look towards each other and smile.

EXT. MID TOWN HIGH SCHOOL- SENIOR PARKING LOT

Cars are parked, around five in total stationed in the lot. Dimitri walks into the lot, wearing nothing but boxers. Up above Michelle is aiming a camera down towards him. Dimitri looks around.

DIMITRI

Anyone here.

All of a sudden he sees five football player jocks walk out of the school laughing. At the head of the group is SEAN.

SEAN

Well, what do we have here? Isn't it past your bedtime Dimitri?

Dimitri looks towards them and he gulps out of fright.

DIMITRI

Well, sorry fellas- but I really gotta go.

SEAN

What's the big rush?

Sean throws a football towards Dimitri, the football hits his chest and Dimitri is slammed back.

DIMITRI

I don't want any trouble here guys.

Sean punches Dimitri and blood spits out of his mouth. The jocks begin to swarm around him joining in on the fun.

INT. SMERDYAKOV'S FAMILY HOME- ENTRANCE

Dimitri enters with two black eyes, a bloody nose and plenty of other bruises. His mom looks towards him frowning. The house had yellow wallpaper, floor tiling and at the front entrance to the right was a staircase leading up to the second floor.

MOTHER

Why do you always have to get into fights at school?

Dimitri frowns.

DIMITRI

I don't go looking for trouble mom, it finds me… I'll be in my room. I wish for just once I could be someone else!

Dimitri begins to climb up the stairs, but unbeknownst to him as he furthers his distance up the stairs he begins to transform into someone else.

INT. SMERDYAKOV'S FAMILY HOME- DIMITRI'S BEDROOM

A tall, handsome, teenage guy walks into a small bedroom. The room was filled with posters, on the far wall was an X-Files poster.

GUY

I hate getting picked on all the time.

The guy's eyes dart back and forth noticing the change in his voice.

GUY

Alright?

The guy looks around his room and then he finds the mirror against the wall and he looks towards it scared, he begins to walk towards it, feeling his face.

GUY

I've got to be dreaming…

The guy pinches his hand and winces out of pain.

GUY

Alright maybe not.

He takes off his shirt revealing muscles, those that he had wished he had before. He smiles.

GUY

Dimitri, my boy, you've changed.

INT. MID TOWN HIGH SCHOOL- HALLWAYS

The guy walks along the hallways gaining attention from everyone. The girls were wondering who the new guy was, hoping for a date. The guys were afraid of a new challenge. The guy walks towards his locker and opens it; a hot teenage girl, SUSAN, and Michelle walk up towards him.

SUSAN

Hey, you must be new here.

GUY

Yeah I am actually.

MICHELLE

What's your name?

GUY

Brian, Brian Christophers.

MICHELLE

If you're not busy later perhaps you'd…

BRIAN looks towards Michelle thinking, he grins… laughs.

BRIAN

No thanks.

Brian looks towards Susan and smiles.

BRIAN

Perhaps I could take you out later?

Susan smiles

SUSAN

Sure I'd love to.

Brian smiles and he closes his locker.

BRIAN

(to Susan)

Could you show me to my next class? I'm kinda lost.

SUSAN

Ok…

Brian and Susan begin to walk away. Brian whispers into Michelle's ear.

BRIAN

You had your chance.

Brian and Susan walk away. Gwen walks towards Michelle.

GWEN

What was that about?

MICHELLE

I have no idea… You want to see something funny?

Gwen shrugs.

GWEN

Sure.

Michelle takes out her phone camera and shows Gwen the pictures she took of the brutalizing the previous night.

GWEN

You did that to him?

Michelle shrugs. Gwen looks towards Michelle in disgust, who just shrugs as though it was no big deal.

MICHELLE

It's funny.

GWEN

To who?

MICHELLE

Girl, you're like totally whacked out.

Gwen shakes her head, furious that someone she called her friend could do such a thing.

MICHELLE

Wo- is she up tight.

INT. STACY FAMILY HOME- KITCHEN

The Stacy family household was in the same economical range as that of the Parker's. HELEN STACY, early 40s, still beautiful despite her age and the obvious mother to the angel that is Gwen Stacy. Was sitting at the table, while George was currently pouring himself a drink.

GEORGE

Have you called her friends? How bout' the school?

HELEN

I think it's best if we allow her to come back home when she's ready.

GEORGE

It's dangerous out there Helen. I know, I see and hear what happens… I'm a cop. And as long as we have people like the Kingpin, owning almost every god damn person in this city- it's not a safe place, especially for our daughter. I just don't understand, what would cause her to just get up and leave?

HELEN

Maybe she heard us fighting.

GEORGE

Yeah, but she'd know we didn't mean it, wouldn't she?

HELEN

I don't know George, she's a teenager. I know that if I was her age I probably would have reacted the same way.

GEORGE

I'm going to try to find her.

HELEN

George, I know how much you fear that something will happen to her. But, she's a big girl now and she can make her own decisions.

GEORGE

What if she doesn't make the right one?

HELEN

She will, when the time is ready- she'll return.

George nods his head yes, but still he would not give up.

INT. MID TOWN HIGH SCHOOL- HALLWAYS

Brian and Sean walk down opposite ends of a hallway. Peter was caught in the middle of the halls carrying his books for his next class. Brian stands in Sean's way, blocking him from progressing.

BRYAN

You're Sean right?

SEAN

Do you mind getting out of my way?

BRYAN

Why? I thought you liked to put on a show, to humiliate people.

SEAN

Who are you?

BRYAN

Let's just say I went to sleep last night bruised up, and today I woke up a new person.

Sean PUNCHES Brian, Brian CATCHES his fist and TWISTS his arm. Sean winces at the pain.

BRYAN

I owe you.

Bryan PUNCHES Sean and Sean goes flying back and against a locker, creating a dent. Peter watches in suspicion as Bryan continues to walk towards Sean, as Sean weakly stands back up. Peter tries to cut Bryan off.

BRYAN

Parker?

PETER

Leave him alone.

BRYAN

He never left me alone.

Peter looks towards Bryan in suspicion and Bryan simply pushes Peter to the side, causing actual damage. Peter looks up towards Bryan amazed wondering how he could be that strong. Bryan grabs Sean by his throat and drags him up the locker and stares into his eyes. Jason notices Peter and runs over towards him.

BRYAN

You come around here again Sean and… boo!

Sean jumps out of fright and then Bryan lets go of his grip and walks away. Peter looks towards Jason.

JASON

You ok?

PETER

I'll be fine.

INT. OSBORN MANSION- LIVING ROOM

Harry sleeps on the sofa all of a sudden he begins to convulse, Susan enters the room, sees Harry and runs immediately to his side.

SUSAN

Harry…

Susan puts her hand on his shoulder trying to wake him, it wasn't working until; Harry opens his eyes and gasps out air. Susan stumbles back on the chair. Harry looks around taking in his surroundings.

SUSAN

It's ok; you just had a bad dream.

Harry looks back towards her with a sense of dread in his eyes.

HARRY

I'm still having the same nightmares… that I'm there again and that I'm trapped there for the rest of my life.

SUSAN

Well, you're not… you're safe.

HARRY

Am I?

SUSAN

How many times have you had these nightmares exactly?

Harry stands up and begins to pace back and forth.

HARRY

In the beginning, it was rare- probably once, twice a day… it's gotten worse, yesterday I even fell asleep at the wheel.

SUSAN

You need to see a psychologist

HARRY

I've… that's not the right answer to my problems.

SUSAN

You need help.

HARRY

I know! But… its complicated Susan, I just can't.

SUSAN

Why not?

HARRY

You'd never understand.

SUSAN

What aren't you telling me?

Harry looks out the window

HARRY

Get out.

SUSAN

Harry.

HARRY

Get out!

Susan nods her head ok and she exits the room.

INT. MID TOWN HIGH SCHOOL- SCHOOL NEWSPAPER

Betty is currently working at the computer, Peter knocks at the door. Betty looks up towards him smiling.

BETTY

Hey Pete.

PETER

There's something that I want you to look up for me.

BETTY

Sure, what is it?

PETER

I want to know who Brian Christophers is.

BETTY

The new transfer student?

Peter shakes his head "yes"

BETTY (CONT'D)

May I ask why first?

PETER

I can sense that there's something he's not telling us.

BETTY

Like a secret?

Peter shakes his head "yes"

BETTY (CONT'D)

You're serious aren't you?

PETER

I wouldn't be asking you if I didn't think otherwise. He's dangerous.

BETTY

He's only been here a day Pete.

PETER

He seems to be holding grudges.

BETTY

Grudges?

PETER

Just last week you were telling me how I was skeptical because I doubted your Brent and the Murder World theory, now you're doubting me.

BETTY

That was plausible; this…

PETER

Today there was a fight, he almost killed somebody.

BETTY

I'm betting you're just over reacting.

PETER

I was there Betty, he told me that Sean never left him alone. How can that be true if he has only been here for one day.

BETTY

A fight earlier today.

PETER

Betty, Sean didn't even know who Brian was.

BETTY

Projection perhaps then, blame one bully for the next.

PETER

Can you just run the search?

BETTY

Ok, ok… but, it's not going to be easy. I'll see what I can find.

Peter nods his head

PETER

Thanks.

INT. CAR DEALERSHIP

A man in his mid fifties wearing a suit and tie walks around the car dealership, he was the manager and his name was LUCAS. Lucas was a little overweight, at the moment he is checking out a new expensive silver car with fast horse power, the 2004 Ferrari 360 Modena Spider. One of the workers walks up to him.

WORKER

Beauty ain't she?

LUCAS

Yes she is, how much does one of these babies cost?

WORKER

A little over a four hundred thousand, why?

LUCAS

Mind if I take her out for a little test drive?

WORKER

You're the manager…

Lucas smiles laughing and wraps his arm around the worker's shoulder.

LUCAS

That I am, take her outside… I want to see how fast she goes.

The worker shakes his head "ok"

WORKER

Right away sir.

JUMP SHOT:

INT. CAR DEALERSHIP- GARAGE

Lucas walks over towards the Ferrari and sits in the driver's seat the worker walks up to him and tosses him the keys.

WORKER

It's all set sir.

LUCAS

Thanks for your help… listen, don't tell anyone about this alright. I'll raise your salary ten fold.

The worker smiles

WORKER

You can count on me sir.

LUCAS

Alright then, let's see what this baby's got!

Lucas starts the engine and the humming of the Ferrari begins.

LUCAS

I love the sound of an expensive luxury motor vehicle, don't you?

WORKER

You bet sir.

Lucas grins and he speeds the Ferrari out of the dealership and begins to drive away. The Assistant manager runs into the garage and looks towards the worker.

ASSISTANT

Who was that?

WORKER

Boss.

ASSISTANT

That can't be his wife just called here a second ago- Lucas is at home with the flu.

WORKER

Then who was that?

JUMP SHOT:

**EXT. NEW YORK CITY STREETS (Boys and Girls by Good Charlotte) **

Lucas drives along the streets at rapid speeds, he slows the Ferrari, stopping at the traffic light. Lucas morphs into Brian! And with that we enter into a montage. Brian grins as he checks his mirror. The light turns green and the car speeds off, going at maximum speed.

**INT. BANK- MAIN ROOM**

Sean enters the bank and looks around, his eyes darting back and forth. He takes out a gun and shoots towards the ceiling.

SEAN

Don't anybody move!

(points the gun towards the manager)

Empty the vault.

The manager hesitates, Sean clicks the gun, threatening.

SEAN

Don't try anything smart.

**INT. BANK**

Sean exits the bank holding a backpack full of money. He tosses it into the Ferrari and drives off.

JUMP SHOT:

**EXT. NEW YORK CITY- TIMES SQUARE**

Brian drives along the streets of Times Square and he looks into the window of an expensive clothes store and he grins.

**INT. MID TOWN HIGH SCHOOL- HALLWAYS**

Sean walks along the hallways, all of a sudden he is surrounded by cops. Cuffs are put on him, in front of everybody. Sean is dragged away.

**EXT. NEW YORK CITY- TIMES SQUARE**

Brian walks back towards his car, from the clothes store, wearing a sports jacket and a new pair of ray bans sun glasses. He also carries bags, he tosses the bags into the car.

TRANSITION SHOT:

**EXT. NEW YORK CITY- STREETS**

Bags of sports equipment are thrown into the car.

JUMP SHOT:

Bags of electronic equipment are thrown into the car.

JUMP SHOT:

**INT. STORE**

CLOSE UP: A credit cards ID is swiped, being used.

JUMP SHOT:

**INT. POLICE HEADQUARTERS- JAIL**

Sean is led over towards a jail cell, with the inmates making kissing noises and throwing paper at him. They finally reach Sean's cell and they throw him in. He clutches at the bars.

JUMP SHOT:

**EXT. MID TOWN HIGH SCHOOL- SENIOR PARKING LOT**

Brian speeds his car into the parking lot, the Ferrari spins and then it is put in reverse. Brian presses hard down on the brakes and takes off his sun glasses looking around towards people applauding, he grins.

JUMP SHOT:

**EXT. MID TOWN HIGH SCHOOL- HALLWAYS**

Brian walks through the high school; a new man. A changed man.

INT. PARKER FAMILY HOME- ENTRANCE

KNOCK… Peter gets up from the living room and answers the door. George Stacy smiles looking around.

GEORGE

Hi Peter, may I come in?

Peter nods his head yes… George enters.

GEORGE

By any chance have you seen Gwen around recently?

PETER

No why?

GEORGE

She ran away Peter, so far I haven't been able to track her down.

PETER

Have you tried calling the school?

George shakes his head no.

GEORGE

If you see her, please tell her to come home.

PETER

I'll do that.

INT.MALL- MAIN

Gwen walks through the mall, currently window shopping for any new clothes. In the background Dimitri can be seen staring down towards Gwen with interest. Dimitri starts pacing back and forth, nervous. Dimitri's father walks over towards him.

FATHER

Is everything alright son?

Dimitri looks towards his father and shakes his head "yes."

FATHER

Does it involve a girl?

Dimitri watches as he sees Gwen disappear from view.

DIMITRI

Dad, I have to run.

FATHER

Don't be too late, we're going home in an hour.

Dimitri walks away and…

INT. MALL- BATHROOM

Dimitri stares into the mirror, and his face begins to transform into that of Brian.

INT. MALL- CLAIRES

Gwen looks around Claire's when she feels the presence of someone behind her. Gwen glances behind her shoulder to see Brian looking towards her.

GWEN

Hey…

BRIAN

You dropped this…

Brian holds out Gwen's purse and Gwen smiles…

GWEN

Where did you find it?

BRIAN

You put it down, probably unconsciously… I do that sometimes with my wallet. Listen, I know I'm new here… but I really need someone to show me around. I was thinking you might be able to help me, you know get acquainted and everything?

GWEN

Sure, no problem.

Brian grins

BRIAN

Great.

GWEN

Alright then, want me to come pick you up or something…

BRIAN

Pick me up?

GWEN

At your house.

BRIAN

(fast)

No… no need… nope, don't go to my house.

(calms down)

I'll drive, just call me when I can pick you up.

GWEN

How are you liking Midtown so far?

BRIAN

It's a great school, once you see it from a different perspective.

GWEN

Well, whatever that means…

BRIAN

Well, I gotta run… my dad's probably waiting.

GWEN

Alright, see ya.

Brian walks away, he glances behind his shoulder and then he continues, grinning.

INT. OSBORN MANSION- LIVING ROOM

Peter walks around, waiting for Harry to arrive. The double doors open and Harry enters.

PETER

Hey… how you recovering from last week?

HARRY

I'd wish not to talk about it Peter… since you've been probably the only friend I've made while living in this little suburbia, despite my father's reputation by many. I wanted to see if there was anything that I could do to help you.

PETER

Harry, my aunt and I, we don't need your money.

HARRY

What about a limo? A dance at school is coming up isn't it?

PETER

I can't possibly accept that.

HARRY

Peter, you deserve it… besides, I probably won't need it one way or another… but, here's your chance to finally score with Gwen. I think it's time you're given these kinds of benefits. You're like a brother to me Pete.

PETER

Harry, I…

HARRY

I won't take no for an answer.

PETER

Well, when you put it that way…

HARRY

I'll make the arrangements, in the mean time enjoy yourself… relax, do science experiments- what ever it is that you do, Brother Osborn has got the whole thing covered.

**EXT. NEW YORK CITY- STREETS- NIGHT (So I Need You by 3 Doors Down)**

Gwen and Brian go driving off in his Ferrari.

GWEN

Cool car.

BRIAN

Thanks, it wasn't that hard to attain actually. Connections, it was just handed over.

GWEN

You're kidding.

BRIAN

Nope, this bad girl right here was given directly to me. Keys and all, you know you've got to be a model or something… am I right?

GWEN

No, actually I'm not.

BRIAN

You should be.

Gwen blushes.

GWEN

Is this a date?

BRIAN

You can call it whatever you want, as I said I just want to become acquainted with Forest Hills and the city.

GWEN

For someone that's never been here, you sure know we're your going.

BRIAN

Video games, so tell me… are you seeing anyone?

GWEN

You mean like a boy friend?

BRIAN

Yeah.

GWEN

I might…

BRIAN

You might?

GWEN

He's not exactly… direct. One second he's there, the next he isn't even there.

BRIAN

Oh, one of those types. Huh?

GWEN

What about you any girl that "rocks" your world?

BRIAN

"Rocks" my world? There was this one girl… I'm not sure what to do though.

GWEN

What do you mean?

BRIAN

She likes someone else, but I can't get her out of my mind.

GWEN

Well, she'll come around…

BRIAN

You think so?

GWEN

For you? Definitely.

Brian grins. They pull into a parking lot and they can see the stars above.

GWEN

Where are we?

Brian wraps his arm around her and goes in for the kiss, she pulls away. He stops.

BRIAN

What's the matter?

GWEN

I'm sorry, it just doesn't seem right.

Brian frowns

BRIAN

Oh… I see…

GWEN

It's not like that, it's just…

BRIAN

No, I understand. You like someone else.

GWEN

I'm sorry…

BRIAN

Don't worry about it, they all come around.

Brian drives out of the parking lot.

EXT. PARKER FAMILY HOME- NIGHT

The Ferrari screeches to a stop, Gwen looks towards Brian.

GWEN

Well, thanks for the ride.

BRIAN

No problem.

Brian looks towards the mailbox.

BRIAN

Parker? As in Peter Parker?

Gwen shrugs…

GWEN

I deserted my folks.

BRIAN

I see… so do you like him?

GWEN

Well, we've been friends since we were kids so- yeah.

BRIAN

I see.

GWEN

It's not what…

BRIAN

They all come around Gwen, including you.

Gwen exits the car startled and begins to walk towards the entrance as Brian drives away.

INT. MID TOWN HIGH SCHOOL- SCHOOL NEWSPAPER

Peter walks in to find Betty currently at her computer, she looks up towards him.

BETTY

Oh hey Pete, just the man I wanted to see… turns out your little paranoid hunch turned out to be correct.

Peter walks over towards Betty and looks over her shoulder towards a name search.

BETTY

There is no Brian Christophers on record, of even attending Midtown High. Because he doesn't exist, it was a persona.

PETER

What do you think we're dealing with here Betty? A shape shifter?

BETTY

I'm not going to rule out any possibilities, but it might be.

PETER

That would explain why he's had negative feelings, grudges towards classmates… but, who would have the motive to do something like this?

Gwen walks into the room and looks towards Peter and Betty.

GWEN

(to Betty)

Hey.

PETER

Gwen, you know the new kid that just came to the school? Brian Christophers?

GWEN

Yeah, why?

PETER

I think he might be dangerous.

GWEN

What gives you that impression?

Peter looks towards Betty.

BETTY

As far fetched as it sounds, he doesn't even exist.

PETER

He's not on the school records, meaning he's not even registered.

GWEN

That's impossible, that doesn't even make sense. What are you saying? That he's a ghost?

BETTY

Try shape shifter.

GWEN

Both of you have been watching too many science fiction movies.

PETER

Gwen, please just be careful around him.

Gwen looks into Peter's eyes and then back towards Betty.

GWEN

Ok.

INT. SMERDYAKOV'S FAMILY HOME- DIMITRI'S BEDROOM

Dimitri walks over towards the bulletin board in his room, it was cluttered with pictures of Gwen Stacy from all types of angles. Dimitri rips a picture of Gwen from the wall and stares towards it. In his right hand he opens and closes a lighter, the light dancing upon the photo.

DIMITRI

They all come around in the end.

Dimitri throws the picture into the waste basket and lights it on fire.

CLOSE UP: The photo of Gwen begins to dissolve into the flames.

EXT. MID TOWN HIGH SCHOOL- FOOTBALL FIELD

Gwen and Liz are at cheerleading practice.

CHEERLEADERS

We are the crouching Cougars, so beware. Try to play against us if you dare. Cougar pride is out- so everyone rise and shout, hail to the Cougars now before we strike. Yes we are the Mid Town Cougars and we are coming after you… growl… when you see us come, then you better jump and run. We are here to stay, mighty Cougars all the way! Woo!

The girls giggle as practice ends. Gwen walks over to the bleachers and grabs her bag. Liz follows her.

LIZ

Hey you going to the dance this week?

GWEN

Yeah, I can't wait… you?

LIZ

Definitely, so did anyone ask you out yet?

GWEN

No, not yet…

LIZ

Have your mind set on a special someone?

GWEN

Well, I suppose I'd go with Flash.

LIZ

What if Peter asks you?

Gwen looks towards her and blushes… the camera ZOOMS IN towards a tree in which Brian paying close attention.

EXT. NEW YORK CITY

The sun, quickly turns into the night sky, which then itself quickly turns back into the day.

INT. POLICE HEADQUARTERS- GEORGE'S OFFICE

George sits at his desk, he looks up to see PATRICK, 45 years old, tall and muscular.

GEORGE

Hey, I wasn't aware that you worked on Saturdays.

PATRICK

Do you still have the witness?

GEORGE

Yeah, why?

PATRICK

I'd like to interrogate him, find out all that he knows. Where are you keeping him?

GEORGE

He's on the third floor, but you're not going to get any more information out of him. We had our best interrogators working with him all week… so far not a peep.

PATRICK

Third floor?

George shakes his head yes, and Patrick leaves the room.

INT. PARKER FAMILY HOME- PETER'S BEDROOM

Peter works on home work. The phone rings. He answers it.

PETER

Hello?

JASON (O.C.)

Hey Peter, I really need your help man.

PETER

Where are you?

JASON (O.C.)

I'm at the school, Gwen she's in trouble.

PETER

What happened?

JASON (O.C.)

You better come quick…

The phone line clicks dead.

EXT. MID TOWN HIGH SCHOOL- AFTERNOON- WINDY

Peter walks towards Midtown, the leaves blowing in the wind and the gray sky above.

INT. MID TOWN HIGH SCHOOL- HALLWAYS

Peter walks along the empty deserted hallways.

PETER

Jason! Gwen! Where are you!

Peter continues to walk forward, when his arm begins to convulse. Jason stands behind Peter holding a steel rod, about to hit him over the head with it. Peter quickly dodges the attack from behind him.

JASON

You're the one she wants Peter.

Peter looks towards Jason in horror, Jason continues to walk towards him furious.

PETER

(under his breath)

Gwen…

(to Jason)

Don't hurt her!

JASON

I would never hurt her, I love her. I deserve her!

Jason slams the metal rod towards Peter again, but it misses him and crashes into the locker creating a dent.

PETER

Give up Brian.

JASON

Never.

Peter Kicks his foot out and the metal rod goes flying out of Jason's hands. Jason looks towards Peter in approval, Peter kicks out and Jason is knocked back next to the metal rod. Peter walks towards him, Jason quickly grabs the rod and hits Peter with it. Peter is knocked unconscious. Jason stands back up.

INT. MID TOWN HIGH SCHOOL- BOILER ROOM

Jason drags Peter's limp body into the boiler room. The boiler room was a dark room with hardly any light, it had cobwebs along the ceiling and generators stretched against the wall. Jason lays Peter down and grabs a metal pipe from the wall and begins to bend it around him. Making sure that Peter was wrapped with it as tight as possible. He takes pipe after pipe, Peter's legs are tied together, his feet are crunched together, his chest has been connected to his arms to the point in which he couldn't even stand and move. Peter faintly opens his eyes and sees Jason looking down towards him, after finishing the restraints. Jason looks down towards Peter in anger.

JASON

I tried everything to be with her Peter, everything… I tried to become a man that no girl could say no to, I waited for her to finally accept that she was always meant to be with me. But, she wouldn't let me in. She said there was someone else. It's you Pete.

Jason begins to transform into Peter

PETER # 2

It's always been you.

Peter tries to break from the pipes, but isn't able to do so.

PETER

No…

PETER # 2

You're the only one she ever truly loved, now it will be easy to gain her affection… too many mixed signals Pete. One second you want to be her friend, the next you act as though she's not even alive. It's going to be fun being you, a great job, popular friends, not picked on by others… not to mention the girl of our dreams. I know it's a pity that you won't be able to live. Not that I'll kill you now, I have an important date to prepare for.

Peter # 2 begins to exit the boiler room.

PETER # 2

Tonight's dance, is going to be so much fun… don't you agree?

Peter attempts to free himself, but he can't. Peter # 2 exits the boiler room laughing, leaving Pete wrapped up like a cocoon.

INT. PARKER FAMILY HOME- ENTRANCE

Peter # 2 enters and looks around… Aunt May walks towards him.

MAY

Peter, where were you?

PETER #2

I'm ok… m… aunt… May

Peter #2 walks away, when he hears someone, he looks behind him and sees Gwen looking up towards him from the basement. Peter # 2 grins.

INT. PARKER FAMILY HOME- BASEMENT

Peter # 2 enters the basement, and walks down following Gwen. He looks around the basement amazed.

PETER # 2

I'm a science nerd, what do you know?

Gwen looks towards Peter # 2 and he looks towards her and grins.

PETER # 2

But, it is nice having someone to keep me company.

Peter # 2 walks towards Gwen, grabs her and kisses her. He smiles looking down towards Gwen, who looks up towards him amazed. Peter kisses her again and they begin to make out.

MAY (O.C.)

Peter dinners ready.

PETER # 2

(to May)

I'm not hungry!

(to Gwen)

Where were we? Oh yes now I remember.

Peter # 2 goes in to kiss her again, Gwen pulls away. Peter looks towards her with confusion.

PETER # 2

I thought this is what you wanted?

GWEN

You're moving way too fast.

PETER # 2

I'll slow down… the dance tonight, do you have a date yet?

GWEN

No.

PETER # 2

What would you say, if I asked you to the dance?

GWEN

I'd say I wouldn't know whether I should believe you or not.

PETER # 2

I know at times I seem distant, but you have to understand. That is all going to change now. Papa's got a brand new bag.

Gwen smiles, nervously…

PETER # 2

Relax… from here on out, I'm not going to take everything I have for granted.

Peter # 2 grins.

INT. POLICE HEADQUARTERS- LEVEL 3- CELLS

Patrick walks along the cells, until he is pointed to the one that reads ALFRED MILLAR. Patrick grins as he walks towards the cell, Millar was a tall man, well built, with menacing eyes. Alfred looks up towards Patrick with fear. The red light on the security cameras above turn off.

PATRICK

You know the first rule Alfred, never get caught. You were caught.

ALFRED

If you run the place, just let me escape.

PATRICK

I'm afraid I can't do that Alfred, my management will become highly suspicious then. You know what happens when people are caught.

ALFRED

I can fix this.

Patrick looks towards the man that led him in, the man shakes his head "ok." Patrick nods. Patrick takes the gun out of his pocket and shoots the prisoner. Alfred's head slumps down, he was dead! Patrick looks towards the man that led him in.

PATRICK

Dispose of his body like the rest.

The man shakes his head ok, Patrick cleans off the tip of his gun with a rag and then puts it back into his pocket. The security cameras turn back on.

INT. MID TOWN HIGH SCHOOL- BOILER ROOM

Peter lies on the ground, trying to escape. But, he was unable to. He begins to hear the music playing above and he strains once again with all of his might, moving his arms back and forth, inhaling and exhaling.

**INT. MID TOWN HIGH SCHOOL- BASKETBALL COURT (Things will go my way by The Calling)**

The basketball court is arranged into the location for the dance. Decorations were set; the stage platform was up where a The Calling were currently playing music. The teenagers are dancing with their date, boy and girl flowing to the rhythm of a beat. Peter #2 and Gwen dance, Gwen and Peter #2 look into each others eyes.

PETER #2

I've waited so many years just for this moment.

Gwen and Peter continue to dance, Peter feels someone elbow him he looks to his side and he can see Jason and Liz.

JASON

Hey Pete.

PETER # 2

Hey Jase. Rocking party or what!

JASON

Yeah, sure… how many drinks have you been having?

PETER # 2

It's just punch… looking great tonight Liz.

Betty makes her way through the crowd, in a black dress. She catches the eye of Peter # 2 and he looks towards her grinning.

PETER #2

Hey hot stuff, want a dance?

It was everyone's turn to look towards Peter awkwardly.

PETER #2

Where's your date?

BETTY

I don't have one.

Betty looks towards Jason and Gwen, and they both shrug.

BETTY

Listen Pete, I need to talk to you about something…

Peter #2 grabs Gwen by her hand and escorts her away from the others.

GWEN

What was that about?

PETER #2

Is it so wrong to want to spend some alone time with you?

Gwen smiles, as a slow dance begins.

**INT. MID TOWN HIGH SCHOOL- BOILER ROOM**

Peter begins to wobble back and forth, not giving up, he begins to hold his breath. His arm begins to pulse rapidly and his whole body begins to convulse, Peter begins to breath heavily working his muscles until… the pipes break apart and Peter is freed. Pete stands up looks behind his shoulder and exits.

**INT. MID TOWN HIGH SCHOOL- BASKETBALL COURT**

Peter #2 and Gwen slow dance. Peter begins to walk towards them, Peter #2 stares towards Peter with anger and Gwen looks to see what was bothering him.

GWEN

Peter?

PETER

Gwen he's an imposter.

PETER #2

He's lying Gwen, he's Brian. He wants to take you away from me.

A crowd begins to form around them, Jason, Liz, and Betty watch on with amazement.

JASON

Peter?

PETER

He's lying…

Gwen looks towards Peter and then back towards Peter #2

PETER

The first time we kissed, it was at the Midtown High School fund raiser. It was the night after my uncle died.

Peter looks towards Gwen with pleading eyes, Gwen looks towards Peter #2 with fear.

PETER #2

It's a trick, don't listen to what ever he tells you.

Gwen KICKS Peter #2 in the crotch, and he is immediately subdued. Peter #2 looks up towards Peter in rage and he looks towards the escaping Gwen. He SWATS her with his arm sending her SLIDING across the basketball court. Everyone begins to run out, almost trampling over her. Jason runs towards Gwen and helps her to her feet and they run out. Peter #2 and Peter begin to circle each other.

PETER #2

Looks like it's just me and you now Parker!

Peter #2 runs towards Peter, Peter double flips in the air and lands behind Peter #2.

PETER #2

You ruined my life Parker, for that you will die.

PETER

I'm already quivering.

Peter and Peter #2 run towards each other in slow motion, they begin to square off against each other. Blow after blow, neither gaining the head advantage. Peter #2 runs towards the stage and grabs a stereo, lifting it over his head. Peter #2 throws it towards Peter, Peter DODGES, the stereo SHATTERS against the wall. Peter #2 grabs the microphone and charges towards Peter.

PETER #2

Die!

Peter #2 swings it towards Peter, Peter always remains one step ahead. Peter takes his chance and he web zips to the ceiling.

PETER #2

So it's true, there is a man with the proportionate strength of a spider. Prepare to meet your match.

Peter #2 walks over towards the table holding the drinks and he throws the table towards Peter and it breaks into chunks of wood.

PETER #2

Just die already!

Peter #2 begins to lift objects all around and throw them towards Peter, he looks back and he can see another stereo.

PETER #2

Prepare to be toasted!

Peter #2 takes the stereo and throws it towards Peter, the stereo CRASHES into him, creating an electrical blast upon impact, the electrocuted Peter falls to the ground unconscious. Peter #2 walks towards Peter, he leans over him checking to make sure Peter was knocked out cold.

PETER #2

The real imposter is dead.

Peter kicks out his feet and Peter #2 goes flying back, crashing into the basketball hoop, the glass SHATTERS crashing to the floor. Peter #2 stands up from the glass and he throws off his black suit coat.

PETER

Bring it on.

Peter and Peter #2 begins to run towards each other…

CLOSE UP: A drink falls onto the wires on stage. Creating an electrical fire.

Peter and Peter #2 begin to fight once again, the electrical currents and fire surrounding them in a closed arena.

PETER #2

Once you're dead, I'll do you a favor. And kill your aunt.

Peter looks into the cold menacing eyes of Peter #2, Peter begins to attack faster with harder and more furious blows. Peter finally gains a punch, and he knocks Peter #2 back… Peter #2 coat catches on fire and he begins to become engulfed in flames, not to mention the electrical currents flowing through his body… Peter looks down towards him…

PETER #2

You haven't seen the last of me Parker! You'll get yours! You'll get yours!

Peter #2 begins to rapidly transform, from Jason, to Brian, to Lucas and then back to Dimitri. Dimitri closes his eyes. Peter begins to walk towards the exit.

EXT. MID TOWN HIGH SCHOOL- PARKING LOT

Fire trucks, an ambulance and police cars are parked outside of the school. Peter sits on the back of a fire truck wrapped with a blanket. Gwen walks over towards him in her dress and sits down next to him.

PETER

I'm sorry I couldn't make it.

Gwen looks towards her smiling, Peter smiles with her and slightly giggles at his joke.

GWEN

Thanks for saving me.

Peter nods as he looks forward and he can see Dimitri on a gurney being carried up into the ambulance.

PETER

How do I let myself get caught up in these situations?

Gwen and Peter look into each other's eyes and they begin to kiss, but it is quickly broken off as Jason and a fireman approach them. Peter and Gwen pull away looking into each others eyes and share a smile.

FIREMAN

What you did in there kid took bravery, today you were the hero.

JASON

Did you hear that Pete? You're a hero, Spider-Man can wait… I ran with the rest of the crowd…

PETER

Hey it wasn't your fight, it was mine.

Jason nods his head ok

JASON

I'm going to go see how Liz is doing.

Jason walks away, Gwen and Peter look into each other's eyes again… Flash comes walking towards them.

FLASH

Hey are you ok? I came as soon as I heard… you're not hurt are you?

GWEN

I'll be fine.

FLASH

Fine huh?

The three of them laugh. Flash looks towards Peter and he can remember the same fight that played out before.

FLASH

Pete, at first I was threatened… then I was scared, now for some reason I can't think of the words to thank you.

Peter shrugs

PETER

Don't worry about it.

Flash nods his head ok, tosses his car keys into the air and catches them.

FLASH

When you're ready to go I'll be waiting in the car.

Gwen shakes her head ok and Flash leaves, she was finally alone with Peter.

GWEN

I just want to know one thing, if this whole thing never happened; were you going to ask me?

PETER

I…

Peter looks forward, thinking, he sees Dimitri on the gurney in the ambulance.

PETER

Wasn't… we're still friends right?

Gwen nods her head ok

GWEN

Yeah.

They share a smile. A car pulls over to the side right next to the fire truck and Urich gets out looking towards Peter with doubt.

URICH

I saw the news bulletin, you ok Peter?

PETER

I'll live.

URICH

To fight another day? You were always a hero Pete…

Urich takes out a cigarette and lights it.

URICH

You just didn't notice it.

Urich smokes the cigarette. The camera flies back and we can see the whole gathered crowd.

INT. FISK HEADQUARTERS- FISK'S OFFICE

The room is almost pitch black, nothing could be seen except for the dark blue fluid water outlining of the whole room. A cloud of smoke blows towards the camera from a cigarette. The Kingpin sits, smoking on his cigar looking towards a nervous Patrick.

FISK

Relax… you have not outdone your welcome.

PATRICK

He knew too much.

FISK

Of course he did, and you did the right thing.

Fisk tosses a paper of towards Patrick, he catches it out of thin air and reads the headline SPIDER-MAN: HERO OF NEW YORK.

PATRICK

Spider-Man?

FISK

He is a threat, a danger to my criminal empire. He will remain a threat, unless we either get rid of him… or.

PATRICK

Or?

FISK

We get him to work for us, bring him on as one of my many enforcers.

PATRICK

He'd never agree, he devotes his life to ending crime.

FISK

Yes, but everyone can be bought.

PATRICK

What do you want me to do?

FISK

I want you to find out who he is, who he loves, what his weaknesses are… then no matter what, ensure that he begins to see the light and works for us. If the Bugle claims him to be a menace, maybe he is just waiting to become what the good people of this city declare him to be.

PATRICK

And, when I find this out and he says no?

FISK

Exterminate him.

PATRICK

And how exactly am I supposed to find out who he is, you know under the mask?

FISK

When the time comes, you will know.

INT. PARKER FAMILY HOME- ENTRANCE

Peter enters to find his Aunt watching the news…

NEWSCASTER

Dimitri has…

May turns off the TV and she stands up and looks towards her nephew.

MAY

Come on over here and sit down for a second Peter.

Peter walks over towards her and takes the seat opposite her.

PETER

Aunt May, I…

MAY

Before you say anything Peter, I have something that I want to tell you… I know it's dangerous what you did tonight. And I can't lie saying that you didn't nearly give me a heart attack. But, I'm proud of you Peter. If Ben had lived to see this he would have said, "I told you May, Pete is exactly like his father he's strong, brave, intelligent, noble." You did the right thing tonight Peter. But, you've also been lying to me this whole week.

Peter looks towards his aunt shocked the she knew.

MAY

Yes, I know that you were hiding Gwen here. Giving her a place to stow away, but that wasn't the right thing to do Peter.

PETER

Aunt May I was…

MAY

Only trying to help, I know… but there's a difference in thinking what you're doing is right, and knowing what you're doing is right. The Stacy family have been searching for their daughter, you knew where she was and you wouldn't tell them. That's wrong Peter. And a right and a wrong don't equal a positive. As you grow older you need to become more responsible, but I'm sure in time you will be the most honest, noble and responsible man that ever walked the earth.

INT. STACY FAMILY HOME- ENTRANCE

George is busy reading the paper when he hears a knock on the front door, he gets up and answers it. It was Gwen. Gwen runs into her father's arms and they embrace each other.

GWEN

Dad… I'm sorry… I'm sorry for running away.

George pushes her hair back.

GEORGE

Its ok Gwen, the only thing that matters is that you're safe.

GWEN

I shouldn't have ever run away…

GEORGE

I never cared about that Gwen; I only feared that you would get hurt. That I would never see you again. I have to accept, that you've grown up. That you're no longer my little girl, I'll try Gwen but I'm not going to lie saying that it will be easy. To me you will always be that little girl that I used to sing to, carry on my back. If anything ever happened to you, Gwen… I don't know what I would do.

GWEN

It's ok dad… It's ok.

HARRY (V.O.)

They always say the love of a family member…

INT. OSBORN MANSION- LIVING ROOM

Peter and Harry are already in the middle of a conversation.

HARRY (CONT'D)

Is what keeps a person sane, you're lucky Pete. I heard about what happened last night, I'm impressed.

Peter shrugs, as though it was nothing.

PETER

She was in danger.

HARRY

Yeah, she was, but taking on an opponent- when everyone else runs away… that must have took guts. You keep on surprising me Pete, one second you're timid and shy, the next you're a hero. But, they also say that man has dual natures, duality is a pretty tricky subject. How did you manage the fight though? They say that this, shape shifter, had super human strength.

PETER

I learned a thing or two from Spider-Man.

HARRY

Spider-Man's a hero under a mask, a legend, a myth… you're the real deal. Listen, I'm sorry that the dance last night didn't go according to plan.

PETER

It's not your fault.

HARRY

But, maybe sometime I can make it up to you. You've been there for me Pete, too many times than I can count. You ever need something… anything, just let me know.

Peter shakes his head ok.

INT. MID TOWN HIGH SCHOOL- NEWSPAPER

Betty is currently working on her recent school paper article, the title was CHANGE.

BETTY (V.O.)

In High School we are all told what we're supposed to look like, how we're supposed to act, who we're supposed to be by TV, movies, and other venues of the pop media world.

INT. INSANE ASYLUM- HALLWAYS

The camera travels through the hallways of an insane asylum, until we come upon a room that was covered with bulletproof glass.

BETTY (V.O.)

Sometimes we wish that we can change… become the person who others would look upon with respect, dignity and pride.

INT. INSANE ASYLUM- CHAMELEON'S CELL

Inside of the room was Dimitri, wearing the blue straight jacket rocking back and forth. He had no hair, no eyebrows. His eyes are cold blue. His face, pure white.

BETTY (V.O.)

Sometimes, this feeling of insecurity can get the best of everyone. For some, the dream of being accepted is all they have.

DIMITRI

I'll get my revenge Parker… I'll get my revenge… this is not the last of the Chameleon.

Dimitri continues to rock back and forth manically laughing

INT. INSANE ASYLUM- HALLWAYS

The camera begins to travel away from the room.

BETTY (V.O.)

This feeling, this thirst for change has proven recently to be dangerous.

INT. POLICE HEADQUARTERS- JAIL

A guard walks over towards Sean's jail cell and opens it up, Sean was free.

BETTY (V.O.)

I don't know if things will ever go back to the way things were at our little old Midtown High School. But I know this. The desire to be different, to fit in, will never change, it's human to want to be someone you're not. Dimitri, just wanted to find a place where he belonged.

FADE TO:

**EXT. NEW YORK CITY- STREETS (Somewhere out there by Our Lady of Peace)**

Gwen and her father walk out of a store, Gwen was carrying bags of clothes. She throws the clothes into the back seat and then she looks up into the sky feeling the presence of someone looking down towards her. She couldn't see anyone, she enters the passenger seat and closes the door. The camera flies back at rapid speeds and we see…

**EXT. NEW YORK CITY- ROOFTOPS**

Peter looking down towards her, watching her from a distance; ensuring her safety.

PETER

Will you "fly" with me?

The Stacy family car drives off, the camera PANS AROUND Pete. As we…

FADE TO BLACK


End file.
